SEC FORM 4

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

LUCI DAVID P

(Last)

(First)

(Middle)

(Street)

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
ACCESS PHARMACEUTICALS INC [ accp.ob ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	10% Owner
	Officer (give title below)	Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
02/04/2008

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common stock	12/15/2008		J⁽¹⁾		173	A	$2.75	173	D
Common stock	01/05/2009		J⁽¹⁾		785	A	$0.96	958	D
Common stock	03/09/2009		J⁽²⁾		60,000	A	$1.15⁽²⁾	60,958	D
Common stock	04/01/2009		J⁽³⁾		2,259	A	⁽³⁾	63,217	D
Common stock	06/01/2009		A⁽⁴⁾		200,000⁽⁴⁾	A	⁽⁴⁾	263,217	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Series A Cumulative Convertible Preferred Stock	$3	02/04/2008		P		2.5		⁽⁵⁾	⁽⁵⁾	Common stock	8,333	$10,000	33,333	D
Common stock purchase warrants	$3.5	02/04/2008		P		4,167		02/04/2008	02/04/2014	Common stock	4,167	⁽⁶⁾	37,500	D
Stock option (right to buy)	$2.9	05/21/2008		A		6,000		11/21/2008	05/21/2018	Common stock	6,000	$2.9	43,500	D
Stock option (right to buy)	$1.38	05/27/2009		A		25,000		05/27/2009⁽⁷⁾	05/27/2019	Common stock	25,000	$1.38	68,500	D
Stock option (right to buy)	$1.38	05/27/2009		A		20,000		05/27/2009⁽⁷⁾	05/27/2019	Common stock	20,000	$1.38	88,500	D

Explanation of Responses:

1. Dividend shares on Series A Cumulative Convertible Preferred Stock

2. Shares issued per the Release Agreement between Mr. Luci and Access Pharmaceuticals regarding its acquisition of MacroChem Corporation and Mr. Luci's employment agreement with MacroChem Corporation

3. Shares issued for exchange of MacroChem shares for Access Pharmaceuticals shares due to Access Pharmaceuticals acquisition of MacroChem Corporation

4. Shares granted per consulting agreement. 66,667 vest immediately; 66,666 vest on 01/01/2010; and 66,666 vest on 06/01/2010.

5. These securities are exercisable at any time and have no expiration date.

6. These warrants were issued as additional consideration for the purchase of the Series A Cumulative Convertible Preferred Stock.

7. 50% vest immediately; 50% vest on 11/27/2009.

	David P. Luci (by Stephen B. Thompson)	11/02/2009
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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